Inst 2013 Property Exchange - Chamber of Commerce

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3. Conveyance of Office Parcel. City shall convey to Chamber, and Chamber shall accept from City,the Office Parcel in accordance with the terms, covenants and conditions set forth herein. The conveyance of the Office Parcel from City to Chamber shall be accomplished by recordation of a grant deed, substantially in the form attached hereto as Exhibit D (the"Office Parcel Grant Deed"). 4. Consideration. Chamber and City each agree that the fair market value of the Chamber Property is substantially equivalent to the fair market value of the Office Parcel, and that subject to the obligations of each Party expressly set forth in this Agreement,neither Party shall be obligated to pay further consideration to the other Party in connection with the conveyance of the Office Parcel and Chamber Property. 5. Escrow; Escrow Instructions. No later than five(5)business days following the Effective Date,the Parties shall open an escrow to consummate the exchange of property pursuant to this Agreement at the office of Old Republic Title Company located at 555 12th Street, Suite 2150, Oakland, California, 94607 ("Title Company"or"Escrow Agent")or such other title company as may be mutually agreed upon by the Parties. Upon the opening of escrow, the Parties shall deposit with the Escrow Agent an executed copy of this Agreement,which together with such additional instructions as may be executed by the Parties and delivered to the Escrow Agent, shall serve as the joint escrow instructions of Chamber and City for the property conveyances contemplated hereby. 6. Title Documents. No later than seven(7)days following the Effective Date, Chamber shall deliver or cause to be delivered to City an updated title report for the Chamber Property ("Preliminary Report") setting forth all liens, encumbrances, easements,restrictions, conditions, and other matters of record affecting Chamber's title to the Chamber Property("Title Exceptions")together with copies of all instruments referred to therein, as requested by City. City shall approve or disapprove each Title Exception within seven(7)days following City's receipt of the Preliminary Report and documents relating to the Title Exceptions. Upon City's failure to object within such period, any Title Exceptions that are not disapproved shall be deemed to be Permitted Exceptions (as defined in Section 8). If City objects to any Title Exception, Chamber shall use its best efforts at Chamber's sole expense to remove from title or otherwise satisfy each such exception no later than five(5) business days prior to the close of escrow and in a form that is reasonably satisfactory to City. If Chamber fails to remove or satisfy any Title Exception to the satisfaction of City, City shall have the option, in its sole discretion,to terminate this Agreement or to accept title subject to such the event City elects to terminate this Agreement, all funds and documents exception. In th , P tY �' deposited into escrow by on behalf if of City shall be returned to City, and all rights and obligations of the Parties hereunder shall terminate. 7. Title Policy. It shall be a condition to the close of escrow that Title Company shall deliver to City,by not later than five(5)business days prior to the close of escrow, a title commitment for a CLTA Owner's Title Insurance Policy(or in City's election, an ALTA policy) 2